EXHIBIT 10.1
June 1, 2001

Mr. Carlos Cantu
[Home Address]

Dear Carlos:

         On behalf of The ServiceMaster Company and its Board of Directors, we
are writing to you to set forth the understanding between ServiceMaster and you
regarding the terms of ServiceMaster's retention of your services.

         In consideration of the mutual promises and agreements contained in
this Agreement, ServiceMaster and you agree, as of June 1, 2001 (the "Effective
Date"), as follows:

         1. SERVICES. On and after the Effective Date and until the date of your
death,  you  shall  provide   consulting   services  to  ServiceMaster  and  its
subsidiaries. Such services shall be related to the operation, administration or
management of ServiceMaster  and its subsidiaries and shall be furnished for not
more than 80 hours per month, as and when the Board of Directors,  Chairman,  or
President  and  CEO may  reasonably  request  and  subject  to  your  reasonable
availability, giving due consideration to your other responsibilities.

         2.  COMPENSATION  FOR SERVICES.  In consideration of your providing the
services  described  in  paragraph  1,  ServiceMaster  shall  pay  you in  equal
semi-monthly   installments  in  accordance   with  the  payroll   practices  of
ServiceMaster,  commencing  in June  2001  and  ending  on the  last  day of the
calendar month during which services pursuant to paragraph 1 cease or your death
occurs or the parties agree to terminate this Agreement, the semi-monthly amount
of $12,500.

         3. REIMBURSEMENT OF EXPENSES. ServiceMaster shall reimburse you for all
unreimbursed  expenses properly incurred by you in the course of the performance
of your duties pursuant to this Agreement.

         4.  STATUS.  ServiceMaster  agrees  that  you  shall  be  designated  a
Corporate Officer of ServiceMaster  during any period you serve as a Director of
ServiceMaster.

         5. FEDERAL AND STATE  DEDUCTIONS.  ServiceMaster  shall deduct from the
amounts  payable by  ServiceMaster  pursuant to  paragraph  2, the amount of all
required federal and state withholding deductions.

         6.  INSURANCE BENEFITS.

         (a) Group Health,  Dental,  Life,  Accidental Death and  Dismemberment,
Short-Term  Disability  and  Long-Term  Disability  Insurance.  On and after the
Effective Date and until the date of your death,  ServiceMaster shall provide to
you and your  dependents  group  health,  dental,  life,  accidental  death  and
dismemberment,  short-term  disability and



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long-term  disability  insurance on the same terms as such insurance is provided
to active executive officers of ServiceMaster and their dependents.

         (b)  Compensation  Plans. On and after the Effective Date, you shall be
eligible to participate in ServiceMaster's  Employee Share Purchase Plan, Profit
Sharing and Retirement Plan and other ServiceMaster plans in accordance with the
terms of those plans.

         7. OFFICE SPACE AND SECRETARY. On and after the Effective Date, as long
as you are providing the services pursuant to paragraph 1, and until the earlier
of (1)  November  9, 2008 and (2) the date of your  death,  ServiceMaster  shall
provide to you, for your exclusive use, office space of size and character,  and
furnished  in  a  manner,  comparable  to  the  office  space  provided  to  you
immediately prior to the Effective Date. Such office space shall be located at a
site  agreed  upon by you and the  Chairman  or  President  and Chief  Executive
Officer  of  ServiceMaster.  During  the  period  you  are  providing  services,
ServiceMaster  shall also make  available  to you,  on a  full-time  basis,  the
services of a secretary who is reasonably acceptable to you. ServiceMaster shall
pay,  on a current  basis,  all rents and other  reasonable  costs and  expenses
relating to the  operation  of such office and all  salary,  benefits  and other
costs and expenses relating to such secretarial service.

         8. OTHER BENEFITS.

         (a)  Automobile.  On or after the  Effective  Date,  as long as you are
providing  the  services  pursuant  to  paragraph  1, and until the date of your
death,  ServiceMaster  shall  provide  you  with  the  use of an  automobile  in
accordance with ServiceMaster's Executive Company Vehicle Policy.  ServiceMaster
shall reimburse you for your expenses  relating to the operation and maintenance
of such vehicle in accordance with such Policy.

         (b) Club  Membership.  On and after the Effective  Date, as long as you
are providing  the services  pursuant to paragraph 1, and until the date of your
death,  ServiceMaster  shall pay, or  reimburse  you for, the annual dues of one
club membership  designated by you and approved by the Chairman or President and
Chief Executive Officer of ServiceMaster.

         9. STOCK  OPTIONS.  As of the Effective  Date,  each option to purchase
ServiceMaster  common stock held by you shall (1) to the extent not  exercisable
on the Effective Date,  become fully exercisable at the exercise price set forth
in such option,  and (2) expire at 5:00 p.m., Central time, on November 9, 2008.
In  the  event  of  your  death  prior  to  November  9,  2008,  your  executor,
administrator  or similar  person,  or beneficiary  pursuant to any  beneficiary
designation  procedures  approved  by  ServiceMaster,  shall  have the  right to
exercise each such option prior to the expiration of such option.  In accordance
with the foregoing,  ServiceMaster and you agree that, as of the Effective Date,
your options to purchase ServiceMaster common stock are as follows:





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                    No. of Options
  Grant Date    Outstanding at 5/1/01    Exercise Price     Expiration Date
  ----------    ---------------------    --------------     ---------------

    10/3/96            168,750               $10.7778           11/9/08
    2/13/97            225,000                11.2222           11/9/08
    2/16/98            150,000                18.2583           11/9/08
    1/29/99            150,000                18.0750           11/9/08

Your options to purchase  ServiceMaster  common stock shall be modified  only to
the extent set forth in this paragraph 9.

         10. PAYMENTS UPON A CHANGE IN CONTROL. In the event a Change in Control
(as defined in the 2001  Directors  Stock Plan) occurs while  payments are being
made  pursuant to paragraph 2 or paragraph 16, then  ServiceMaster  shall pay to
you, or to Gloria Cantu if you predecease Gloria Cantu, within 30 days after the
date of the Change in Control,  a cash,  lump sum amount  that is the  actuarial
equivalent  of the  aggregate  amount  payable  pursuant  to  paragraph 2 and/or
paragraph 16 had the Change in Control not occurred. Actuarial equivalency shall
be determined  using the 1983 Group Annuity  Mortality Table and the annual rate
of interest on 10-year U. S.  Treasury  securities  for the month  preceding the
month in which the Change in Control occurs.

         11.  NON-COMPETITION  COVENANT. (a) On and after the Effective Date and
until the date of your death (the  "Non-Competition  Period"),  you shall not in
any manner,  directly or indirectly  (whether as owner,  stockholder,  director,
officer, employee, principal, agent, consultant, independent contractor, partner
or otherwise),  in any geographic area in which  ServiceMaster or any subsidiary
of ServiceMaster is then conducting  business,  own, manage,  operate,  control,
participate in, perform  services for, or otherwise carry on, a business similar
to or competitive with the business conducted by ServiceMaster or any subsidiary
of ServiceMaster.

         (b) You further agree that during the  Noncompetition  Period you shall
not (i) in any manner,  directly or indirectly,  induce or attempt to induce any
employee of  ServiceMaster  or any subsidiary of  ServiceMaster  to terminate or
abandon his or her employment for any purpose whatsoever,  or (ii) in connection
with any business to which paragraph 11(a) applies, call on, service, solicit or
otherwise do business with any current or prospective  customer of ServiceMaster
or any subsidiary of ServiceMaster.

         (c) Nothing in this  paragraph  11 shall  prohibit you from being (i) a
stockholder  in a mutual  fund or a  diversified  investment  company  or (ii) a
passive owner of not more than one percent (1%) of the outstanding  stock of any
class of a corporation,  any securities of which are publicly traded, so long as
you have no active participation in the business of such corporation.

         (d) If, at any time of  enforcement of this paragraph 11, a court or an
arbitrator  holds that the  restrictions  stated herein are  unreasonable  under
circumstances  then existing,  the parties hereto agree that the maximum period,
scope  or  geographical  area


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reasonable under such circumstances  shall be substituted for the stated period,
scope or area and that the court or  arbitrator  shall be  allowed to revise the
restrictions  contained  herein  to cover  the  maximum  period,  scope and area
permitted by law.

         12.  CONFIDENTIALITY.  You  shall  not,  at any  time,  make  use of or
disclose,  directly or indirectly, any (i) trade secret or other confidential or
secret  information of  ServiceMaster or any subsidiary of ServiceMaster or (ii)
other technical, business, proprietary or financial information of ServiceMaster
or any subsidiary of  ServiceMaster  not available to the public generally or to
the   competitors  of   ServiceMaster   or  any   subsidiary  of   ServiceMaster
("Confidential  Information"),  except  to the  extent  that  such  Confidential
Information  (a)  becomes  a  matter  of  public  record  or is  published  in a
newspaper,  magazine or other periodical  available to the general public, other
than  as a  result  of any  act or  omission  of  you or (b) is  required  to be
disclosed by any law, regulation or order of any court or regulatory commission,
department or agency.

         13.   COVERED   SERVICE.   In   accordance   with  Article   Eleven  of
ServiceMaster's  Certificate  of  Incorporation  (the  "Charter"),  the services
provided and to be provided by you under this Agreement, shall be deemed to be a
"Covered Service" within the meaning of subsection 11.1.1 of the Charter and, to
the extent any services are not covered by any of subsection  11.1.1(a),  (b) or
(c) of the Charter,  this  paragraph  and the  signature of the Chief  Executive
Officer on this Agreement shall  constitute a designation in writing as required
by Article Eleven of the Charter.

         14. DEFENSE OF CLAIMS.  You shall cooperate with  ServiceMaster  in the
defense of any claims that may be made against ServiceMaster, to the extent that
such claims may relate to services  performed  by you for  ServiceMaster  or its
subsidiaries.  ServiceMaster  shall reimburse you for all reasonable expenses in
connection therewith, including travel expenses.

         15. REMEDIES.  You acknowledge that ServiceMaster  would be irreparably
injured by a violation of paragraph  11 or paragraph 12 of this  Agreement,  and
you agree that ServiceMaster shall be entitled to an injunction  restraining you
from any actual or  threatened  breach of  paragraph  11 or paragraph 12 of this
Agreement or to any other appropriate equitable remedy without any bond or other
security being  required.  If you shall be the  prevailing  party in case of any
dispute or  disagreement  arising out of or connected with any provision of this
Agreement,  you shall be entitled to recover your reasonable  attorneys' and all
reasonable  expenses incurred in connection with any related proceeding (whether
in court or occurring pursuant to arbitration)  including,  without  limitation,
any and all charges which may be made for the cost of  arbitration  and the fees
of any  arbitrators,  together with interest at the statutory rate from the date
on which such obligation shall have arisen.

         16.  SURVIVOR  BENEFITS.  In the event  you  predecease  Gloria  Cantu,
ServiceMaster  shall  pay  Gloria  Cantu  in  equal  semi-monthly  installments,
commencing  in the first  calendar  month after the calendar  month during which
your death occurs and ending on the last day of the calendar  month during which
the death of Gloria Cantu occurs, the



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semi-monthly amount of $8,333.34.

         17. NO OTHER  COMPENSATION.  You agree that all  compensation and other
benefits payable by  ServiceMaster  under this Agreement shall be in lieu of any
and all  compensation  otherwise  payable  to you for  service  on and after the
Effective  Date  as  a  Director,   Corporate   Officer  or  other  employee  of
ServiceMaster. Notwithstanding the foregoing, this paragraph 17 shall not affect
any  amounts  payable  to you or your  estate  on or after  the  Effective  Date
pursuant  to the  exercise  of any option or under the terms of  ServiceMaster's
401(k) and Deferred Compensation Plans,  Long-Term Performance Award Plan or any
similar plan providing for the payment of deferred compensation.

         18. ARBITRATION.  Except as provided in paragraph 15 of this Agreement,
any dispute or controversy between ServiceMaster and you, whether arising out of
or relating to this Agreement, the breach of this Agreement, or otherwise, shall
be settled by arbitration in Memphis,  Tennessee,  administered  by the American
Arbitration Association, with any such dispute or controversy arising under this
Agreement being so administered in accordance with its Commercial  Rules then in
effect,  and judgment on the award  rendered by the arbitrator may be entered in
any court having jurisdiction  thereof.  The arbitrator shall have the authority
to award any remedy or relief that a court of competent jurisdiction could order
or grant, including, without limitation, the issuance of an injunction. However,
either party may, without inconsistency with this arbitration  provision,  apply
to any court  having  jurisdiction  over such  dispute or  controversy  and seek
interim provisional,  injunctive or other equitable relief until the arbitration
award is rendered or the controversy is otherwise resolved.  Except as necessary
in court proceedings to enforce this arbitration  provision or an award rendered
hereunder,  or to obtain interim  relief,  neither a party nor an arbitrator may
disclose the existence,  content or results of any arbitration hereunder without
the prior  written  consent  of  ServiceMaster  and you.  ServiceMaster  and you
acknowledge  that this Agreement  evidences a transaction  involving  interstate
commerce.   Notwithstanding  any  choice  of  law  provision  included  in  this
Agreement,   the  United  States  Federal   Arbitration  Act  shall  govern  the
interpretation and enforcement of this arbitration provision.

         19. SUCCESSORS;  Binding  Agreement.  This Agreement shall inure to the
benefit of and be  enforceable by  ServiceMaster  and its successors and assigns
and  by  you  and  by  your  personal  or  legal   representatives,   executors,
administrators,  successors,  heirs,  distributees,  devisees and legatees. This
Agreement   shall  not  be  terminated  by  any  merger  or   consolidation   of
ServiceMaster  whereby  ServiceMaster  is or is not the  surviving  or resulting
corporation  or as a result of any transfer of all or  substantially  all of the
assets of  ServiceMaster.  In the  event of any such  merger,  consolidation  or
transfer of assets,  the provisions of this Agreement  shall be binding upon the
surviving or resulting  corporation or the person or entity to which such assets
are transferred.

         20. NOTICES. All notices and other communications required or permitted
under this  Agreement  shall be in writing and shall be deemed to have been duly
given when  delivered  or five days after  deposit  in the United  States  mail,
postage prepaid,  addressed (1) if to you, to Carlos Cantu, [home address],  and
if to  ServiceMaster,  to The


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ServiceMaster Company, One ServiceMaster Way, Downers Grove, IL 60515, attention
General Counsel, or (2) to such other address as either party may have furnished
to the other in writing in accordance herewith, except that notices of change of
address shall be effective only upon receipt.

         21.  GOVERNING LAW;  VALIDITY.  The  interpretation,  construction  and
performance of this Agreement shall be governed by and construed and enforced in
accordance  with the internal laws of the State of Tennessee  without  regard to
the principle of conflicts of laws.  The invalidity or  unenforceability  of any
provision of this Agreement shall not affect the validity or  enforceability  of
any of the other  provisions of this  Agreement,  which other  provisions  shall
remain in full force and effect.

         22. COUNTERPARTS.  This Agreement may be executed in counterparts, each
of which  shall be  deemed to be an  original  and all of which  together  shall
constitute one and the same instrument.

         23.  MODIFICATION  OR WAIVER.  No  provision of this  Agreement  may be
modified or waived  unless such  modification  or waiver is agreed to in writing
and signed by you and by the Chairman,  President and CEO, or any Executive Vice
President or Senior Vice President of  ServiceMaster.  No waiver by either party
hereto at any time of any breach by the other  party  hereto  of, or  compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of similar or dissimilar provisions or conditions
at the same or at any prior or subsequent time.  Failure by you or ServiceMaster
to insist upon strict  compliance  with any  provision  of this  Agreement or to
assert any right  which you or  ServiceMaster  may have  hereunder  shall not be
deemed to be a waiver of such provision or right or any other provision or right
of this Agreement.

         24.  ENTIRE  AGREEMENT.  Except as  otherwise  specified  herein,  this
Agreement and your stock option agreements referred to in paragraph 9 constitute
the entire agreement and  understanding  between the parties with respect to the
subject  matter  hereof and  supersede  and  preempt  any prior  understandings,
agreements or representations by or between the parties,  written or oral, which
may have related in any manner to the subject matter hereof.

         25.  NONALIENATION.  Benefits payable under this Agreement shall not be
subject in any manner to anticipation,  alienation, sale, transfer,  assignment,
pledge, encumbrance, charge, garnishment,  execution or levy of any kind, either
voluntary or involuntary, prior to actually being received by you, Gloria Cantu,
your estate or a beneficiary,  as applicable, and any such attempt to dispose of
any right to benefits payable hereunder shall be void.

         26.  TERMINATION.  This Agreement may not be terminated except pursuant
to a writing  signed by  ServiceMaster  and you or, in the event you  predecease
Gloria Cantu, a writing signed by ServiceMaster and Gloria Cantu.




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         If you are in agreement  with this letter,  please sign each of the two
copies and return one copy to my attention.

Very truly yours,

THE SERVICEMASTER COMPANY


By:  /s/ DAVID K. WESSNER
     --------------------
       David K. Wessner
       Chairman of the Compensation Committee
              of the Board of Directors


By: /s/ JONATHAN P. WARD
    --------------------
       Jonathan P. Ward
       President and Chief Executive Officer


CONFIRMED AND AGREED TO:


By: /s/ CARLOS CANTU
       Carlos Cantu


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